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DCSL CORPORATE SERVICES LIMITED

Head Office235 Ikorodu Road, IlupejuLagos, NigeriaTel: +234 809 0398 1862Fax: +234 (1) 2717801

www.dcsl.com.ng

Abuja Office1st FloorThe Statement HotelPlot 1002, First AvenueOff Shehu Shagari Way Central Business District, AbujaTel: +234 805 540 2929; 0805 5403221; 0811 389 7346

WE ARE

WHO

We are what we repeatedly do. Excellence, therefore, is not an act, but a habit.

- Aristotle

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”

DCSL Corporate Services Limited is a private limited liability company providing company secretarial, governance, immigration, executive selection, business advisory and training services to diverse clients across several business sectors in Nigeria. We operate from our Head Office in Lagos and an operational branch in Abuja.

Vision

“To be the preferred corporate services provider in Nigeria”

Mission

“The pursuit of excellence in service delivery”

Values

“Integrity, Professionalism, Team Work, Accountability, Respect for Self and Others”

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Excellence in professional services is largely dependent on the quality of the people providing them. Clients require a team that understands their business and industry, as well as the key issues they face in a highly competitive market. DCSL aims for this excellence at all times, and we are confident that we can meet our clients' expectations. .........................

The DCSL Advantage

The key differentiator between DCSL and our competitors is our people – their knowledge, experience, and values. Our clients are assuredof access to senior team members so that the greatest benefit can be derived from proactive business advice. You will see a consistency of style, approach and continuity of our team that will genuinely deliver quality service.

Our People

Core competencies in our service areas acquired over several years ..Sustained relationships with various regulators to create value for our clients An impressive portfolio of diverse clients across various sectors of the Nigerian economy .......................................................We deliver value on a competitive fee arrangement, which is both time and value based. .................................... ....................................

Why Choose DCSL

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We believe that a carefully thought-through communication strategy is essential for the provision of quality professional services. Not only will this make it easier for your team to communicate with us, it would also enable us remain involved with issues as they arise and where possible, resolve them quickly and efficiently. We have a record of responding to issues in a timely manner. A consequence of this timeliness has been thatissues are discussed in the formative stage and our input is given when it is most valuable.

Effective Communication

Our client-focused service approach incorporates some of the most sophisticated information technology in our profession, helping us provide a service that has become synonymous with quality and excellence. Key attributes of our client-focused service approach are: ....

A Commitment to Quality

Ensuring that integrity and honesty are fundamental qualities of all o u r p e o p l e . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Focusing everything we do on meeting the needs of our clients and helping them excel ...................................................................................Anticipating needs, developing workable solutions to problems, and rapidly responding to questions and service requests; and .Building enduring relationships with our colleagues and clients, founded on mutual respect and the strong belief that teamwork invariably produces the best results.

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SERVICES

OUR

A business that makesnothing but money is a poor business.

- Henry Ford

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Governance

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Effective governance is a key component of organizational success and isunder the increased scrutiny of stakeholders, including regulators and shareholders. Our governance services which are designed to assist Boardscharged with the governance of organizations include: ...

Governance Review of an organization's level of compliance with corporate governance principles ..........................................................Board Evaluation and Peer Review to assess the effectiveness of the Board, Board Committees and individual Directors ............................. Codification of Board and Committee Charters to ensure effectiveness and to act as a road map ................................................. Codification of policies including Code of Ethics, Whistle Blowing, Conflict Resolution, etc. ......................................................................... Remuneration Surveys and Benchmarking; and ................................. Non-Executive and Independent Director Selection.

Company Secretarial and Advisory Services

Nigerian law compels Nigerian companies to appoint a Company Secretary and it is an offence to carry on business without appointing one. DCSL will act as company secretaries and provide all requisite services, including:

Scheduling and co-ordination of meetings of the Board of Directors, Board Committees and General Meetings ...,...................................... Preparation and distribution of minutes, Board packs and other documentation in respect of the meetings ........................................Review of the Directors' Report and Chairman's Statement which are included in the Annual Reports and Accounts ................................Filing statutory returns, including annual returns, relevant resolutions, changes in the composition of the board or the shareholding structure, or charges against the company's assets .

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Maintaining the corporate seal and statutory registers (including minute books, register of Directors and their interests, share certificate booklets, etc.).

It also entails preparation and filing of statutory forms and supporting documents at the Corporate Affairs Commission and drafting of the Memorandum and Articles of Association as well as other pre- incorporat ion documents (Shareholders' Agreements, Resolutions, etc.). .....................................................................................

Nigerian law requires that the registered office of the company be situated in Nigeria. For the purpose of incorporation, the offices of DCSLmay be used as the registered office of the company.

Central Bank of Nigeria (CBN)Department of Petroleum Resources (DPR) Federal Ministry of Commerce (FMC) National Insurance Commission (NAICOM) National Office for Technology Acquisition and Promotion (NOTAP); Nigerian Investment Promotion Commission (NIPC) Nigerian Stock Exchange (NSE) Financial Reporting Council (FRC) Pension Commission (PENCOM); and Securities and Exchange Commission (SEC).

After incorporation, we assist our clients in obtaining the requisite approvals from industry specific regulators which include:

Business and Regulatory Advisory & Compliance

Foreign companies are prohibited from doing business in Nigeria until they incorporate as a local entity. This service includes advising on the following:

The optimal company structure; Features and benefits of each type of company structure; and Company name, share capital structure and board composition.

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Immigration Services

In compliance with Nigerian law, all foreign companies wishing to do business in Nigeria must (following the incorporation of a Nigerian entity) obtain consent in the form of a “Business Permit”. Similarly, all companies wishing to employ non-Nigerians must first obtain expatriate quota approval. In addition, all non-Nigerians intending to take up employment in Nigeria must be in possession of a valid work permit. ........

We provide the following services: ............................................................

Obtaining Business Permits and Expatriate Quota approvals and renewals thereof ........................................................;Advising on and processing appropriate visas, work and residence permits (CERPAC) and extensions thereofProcessing of Visas to African Countries on behalf of expatriates living in Nigeria.........................................................................Liaison with relevant government authorities on migratory issuesImmigration Advisory generally.

We are able to provide specialist advice and assistance on company law andcorporate practice matters including advice on requirements for various business combinations, due diligence on potential target entities, company restructuring and re-registration and alteration of capital. .............................

We also run an Advisory Clinic for Small and Medium Enterprises (SMEs) toprovide support with setting up corporate structures.

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Executive Talent Recruitment

The strength of any organisation lies in the capabilities of its staff. Human capital is now widely recognised as an important asset that every organisation needs to develop. The appropriate and correct selection methods are crucial to any executive management composition exercise, asa flawed process could lead to a dissipation of resources and impact negatively on team cohesion. .........................................................................

Recruiting the best talent is crucial to any organisation's success. We provide our premium Executive Talent Recruitment Services using a careful blend of recruitment methods which include Head hunting, Assessment Centres and Interviews, Psychometric Testing etc.

Induction and be-spoke training for Directors, Company Secretaries and Senior Management; ........................................................................Open enrolment seminars with target audience such as Directors, In-House Counsel, Compliance Officers, Company Secretaries, Internal Audit and Finance Functions; ...................................................................The DCSL Academy provides practical and hands-on training for Corporate Secretaries, In-House Counsel and Compliance Officers.

In particular, we provide:

Training Programmes and Seminars

Continuous relevant training and education of Board members are fundamental in assisting Directors to discharge their duties effectively. Our training programmes and seminars cover sessions on corporate governance compliance, succession planning, strategy formulation and evaluation, stakeholder management, conflict of interest and disclosure,risk identification and management, role and responsibilities of Directors and board evaluation amongst others. .........................................................

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Business Recovery and Insolvency

In Nigeria, the only legally recognized method of terminating the life of a company is through the process of winding up/liquidation. This is to ensurethat all stakeholders are kept updated and given the opportunity to participate in the process, and to ensure that such a company's corporate existence is determined as prescribed by Nigerian law. .

There are various modes of winding up, which depend on the peculiarities of that company. We are able to act as liquidators and receivers and provide advice relating to the:

Protection of the rights of all stakeholders ............................................ Compliance with statutory requirements ..................................................Preparation and filing of documents and publications .............................Liaison with regulatory authorities, debtors and other third parties; andWinding up (de-registration) and re-listing of companies.

Statutory Health-Check

Companies are required to maintain statutory registers, file periodic returnsand keep the regulators updated in respect of changes in companies. In this regard, we assist our clients in ensuring all requirements are met.

In performing the Statutory Health Check we:

Review the statutory information held in the company's file at the Corporate Affairs Commission vis-à-vis the records kept by the company to ascertain consistency ...................................................Provide recommendations on the rectification of any discrepancies that come to our attention; and ........................................................ Draft company secretarial documents pursuant to bringing the records up-to-date.

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Virtual Office Services

This service is provided to small companies, start-ups and foreign companies with minimal local presence. This allows them to make use of quality facilities whilst keeping overheads low. ............................................

We are able to provide:

A physical address for incorporation and tax purposes; Telephone call handling Mail (paper) handlingDedicated telephone lineDetailed caller and contact reporting; and Office space for meetings.

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PEOPLE

OUR

Each of us is a unique strand in the intricate web of life and here to make a contribution.

- Deepak Chopra

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Board of Directors

Abel O. Ajayi - Chairman

Mr. Ajayi is a fellow of both the Institute of Chartered Accountants of Nigeria (ICAN) and the UK Association of Chartered Certified Accountants (ACCA). Having completed the professional examinations in 1971, he served across various units of the firm and was appointed a Partner of Peat Marwick Ani Ogunde & Co., a predecessor firm of KPMG Nigeria, in 1979. In 1989, he was elected by his peers as Partner-In-Charge of Audit &Accounting. His areas of specialization include Banking and Finance, Manufacturing and Consumer Businesses. He served ICAN as a member of Training, Library & Examinations committee and wasan ICAN Assessor/Examiner in Auditing from 1980 to 1993. Mr. Ajayi was elected Chairman/Chief Executive of KPMG Nigeria in July 2002, a position he held until the merger of KPMG Nigeria and Akintola Williams Deloitte & Touche in June 2003. He served as Vice Chairman in the merged firm, Akintola Williams Deloitte and retired from the firm in May 2008. Mr. Ajayi is currently a Director at Elizade Nigeria Limited.

Mr. Ogbechi joined Deloitte Haskins & Sells in 1976,after graduating from the Yaba College of Technology, where he obtained his ACCA qualifications. He was a fellow of ACCA until 2006and is a fellow of ICAN and CITN. He acquired experience as Accountant-In-charge, Manager and Partner covering clients in all sectors of the economy, including Trading,Manufacturing, Telecommunications, Banking and Finance, Oil & Gas, Agriculture and General Business. ..

Obi A. Ogbechi - Non-Executive Director

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Between 2002 and 2006, Mr. Ogbechi was the Partner-in-Charge of the Benin office of the firm, which was responsible for all the firm's clients in Edo, Delta, Ekiti and Ondo States of Nigeria. After a meritorious service of 31 years (21 years of which as a Partner) he retired on December 31, 2007 from the firm. Mr. Ogbechi served ICAN as an Assessor in Accounting for more than 7 years. Mr. Ogbechi is the Managing Partner/Chief Executive of the firm Obi Ogbechi & Co. (Chartered Accountants).

Adeniyi Obe - Non-Executive Director

Adeniyi Obe is a Chartered Accountant with over 35 years of Qualified Professional practice experience. A graduate of The University of Lagos, he joined the International Accounting firm of Deloitte Haskins & Sells (now Deloitte Touche Tohmatsu). He was admitted asPartner in the Deloitte Nigeria firm in 1987. Heh a s p r a c t i c a l e x p e r i e n c e i n A u d i t s o f Institutions in Financial services, Manufacturing,Distributive trades and Supermarkets, Oil and G a s U p s t r e a m , B o o k P u b l i s h i n g a n d Newspapers, Auto Assembly; Insolvency and Business Recovery Services; Financial Consulting Services; Fraud and Special Investigations to mention a few. He stayed with the firm until 2013 when he retired as the CEO Akintola Williams Deloitte and concurrently CEO for Deloitte West and Central Africa.He was a Board Member of Junior Achievement and is involved in several Charitable causes. His activities in retirement are centered around Charities a n d G o l f . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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Bisi Adeyemi - Managing Director

Before joining DCSL, Bisi was the Chief Legal Officer and Company Secretary of a downstream company, prior to which she was General Counsel with a multinational dredging company. Bisi is a member of the International Bar Association and an Expert-in-Residence at the Enterprise Development Centre of the Pan Atlantic University. She has attended leadership trainings at the Harvard Business School and the Wharton School,University of Pennsylvania.

Bisi was called to the Nigerian Bar in 1987 andholds an MBA from the Lagos Business School.She has varied experience in litigation, corporate and commercial law practice and has worked on various assignments spanningcorporate restructuring, mergers and acquisitions, foreign investment regulatoryprocedures, due diligence procedures prior to mergers and acquisitions and stock exchange listing. ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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Our Team

Tade is a lawyer with considerable experience spanning the practice areas of legal/strategic a d v i s o r y a n d c o m p a n y s e c r e t a r i a l services. Tade has practical experience in various areas of legal practice including litigation, corporate and commercial law practice and hasworked on several assignments including advisory services on foreign investment portfolios, mergers and acquisition, business intelligence, liaison with regulatory authoritiesand obtaining approvals required to do

Omotade Owodunni - Head, Governance Unit

business across all sectors of the Nigerian economy.

Tade, a graduate of the University of Ibadan, was called to the NigerianBar in 2003. He is a member of Nigerian Bar Association, Negotiation andConflict Management Group, International Bar Association, Business Recovery & Insolvency Practitioners Association of Nigeria, and the Chartered Institute of Arbitrators. He continues to play a lead role in several of our Board Evaluation and Governance service engagementsas well as consultancy advisory services on corporate re-organization toboth local and foreign clients.

We have a diverse team composed of dedicated staff spread across our offices in two major cities. They are members of several professional associations including the Nigerian Bar Association, International Bar Association, Institute of Chartered Secretaries and Administrators (UK), Business Recovery and Insolvency Practitioners of Nigeria, and have spent several years acting in various capacities including company secretaries, compliance officers and legal advisers.

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Chinedu graduated from the University of Abuja, and was called to the Nigerian Bar in 2005. He oversees thelocal establishment of foreign companies and corporate compliance with regulatory and statutory requirements. He also provides immigration advisory and support to the company's clients. Chinedu has been on the team of various corporate governance e n g a g e m e n t s i n c l u d i n g b o a r d e v a l u a t i o n , remuneration bench-marking as well as due diligence assignments. Chinedu is a member of the Nigerian and International Bar Associations and the

Chinedu Ozor - Head, Business Advisory and Immigration Unit

Anne has considerable experience in Corporate and Commercial law practice. She has acquired expertisein managing the compliance requirements of companies in the financial services sector of the Nigerian economy. Anne has been involved with arranging and coordinating meetings of the Boardof Directors, General Meetings as well as the maintenance of statutory registers and other records. She has built strong relationships with various regulatory agencies over the years. ..........................

Anne Agbo - Head, Company Secretarial Unit

Anne, a graduate of Obafemi Awolowo University was called to the Nigerian Barin 2005 and is a member of both the Nigerian and International Bar Associations.

Institute of Chartered Secretaries and Administrators, UK.

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Ibrahim Alagbe - Company SecretaryIbrahim is an Associate member of the Institute of Chartered Secretaries and Administrators, Nigeria (ICSAN) and Risk Managers Association of Nigeria (RIMAN). He has extensive experience in the provision of company secretarial services,start-up, regulatory and advisory services and advising Boards of Directors on matters of Corporate Governance in both private and public l isted companies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Ibrahim has been assisting companies to review and improve the effectiveness of their governance function and frameworkand acts as Company Secretary to many of the company's clients operating in several sectors and is the Company Secretary of DCSL. He graduated witha Second Class (Upper Division) degree from the University of Ibadan.

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CLIENTS

OUR

Coming together is a beginning. Keeping together is progress.Working together is success.

- Henry Ford

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DCSL CORPORATE SERVICES LIMITED

Head Office235 Ikorodu Road, IlupejuLagos, NigeriaTel: +234 809 038 1864; 08090381862Fax: +234 (1) 2717801

www.dcsl.com.ng

DCSL Corporate Services Limited is a private limited liability company providing company secretarial, governance, immigration, executive selection, business advisory and training services to diverse clients across several business sectors in Nigeria. We operate from our Head Office in Lagos and an operational branch in Abuja.